The annual general meeting of shareholders is hereby convened to take place on Wednesday, 27 April 2011 at 5:00 p.m. at Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde, Denmark. Hedehusene, Denmark, 2011-03-30 09:21 CEST (GLOBE NEWSWIRE) -- Release no. 5 - 2011 To NASDAQ OMX Nordic Exchange Copenhagen A/S This is a translation of the Danish version. Only the Danish version is legally binding. ROCKWOOL INTERNATIONAL A/S Hovedgaden 584, Entrance C DK2640 Hedehusene Phone: +45 4656 0300 www.rockwool.com Danish CVR no: 54879415 30 March 2011 NOTICE CONVENING THE ANNUAL GENERAL MEETING OF ROCKWOOL INTERNATIONAL A/S The annual general meeting of shareholders is hereby convened to take place on Wednesday, 27 April 2011 at 5:00 p.m. at Roskilde Kongrescenter, Møllehusvej 15, DK-4000 Roskilde, Denmark. The agenda for the annual general meeting is as follows: 1. The board of directors' report on the company's activities during the past financial year. 2. Presentation of the annual report together with the auditors' report. 3. Adoption of the annual report for the past financial year, discharge of the management and the board of directors from liability and adoption of the company's remuneration policy as published on the company's website, www.rockwool.com. 4. Allocation of profits or covering of losses according to the adopted accounts. The board of directors proposes a distribution of dividends for the financial year 2010 of DKK 9.60 per share of a nominal value of DKK 10. The dividend is to be distributed on 3 May 2011 after approval by the general meeting. 5. Election of members to the board of directors. According to the Articles of Association all members of the board of directors elected at the general meeting resign each year. A member of the board of directors is elected for a period lasting until the next annual general meeting. Board members shall, however, retire from the board at the first annual general meeting held after his seventieth birthday. Since Henrik Elliot Nyegaard has attained the age of 70 he will retire from the board at the annual general meeting, cf. article 13.a of the Articles of Association. The board of directors nominates the remaining board members Jan W. Hillege, Bjørn Høi Jensen, Thomas Kähler, Tom Kähler and Steen Riisgaard for re-election. The board of directors further nominates Carsten Bjerg and Heinz-Jürgen Bertram for election and consequently proposes that the number of board members elected at the general meeting is increased from 6 to 7 members. A description of the background of and the offices held by each candidate proposed for election by the board of directors including the board of director's reasons for the nomination are available at the company's website, www.rockwool.com. 6. Appointment of auditor. The board of directors proposes re-election of Ernst & Young, Godkendt Revisionspartnerselskab, as auditor of the company. 7. Proposals from the board of directors or shareholders. Proposals from the board of directors: 7a. Approval of the remuneration of the board of directors for 2011/2012. 7b. Authorisation to acquire own shares. The board of directors proposes that the general meeting authorises the board of directors to allow the company to acquire own shares during the period until the next annual general meeting, i.e. class A shares as well as class B shares, of a total nominal value of up to 10 % of the company's share capital, provided that the price of the shares at the time of purchase does not deviate by more than 10 % from the most recent listed price. 8. Any other business. Share capital, voting right and adoption requirements At the time of convening the general meeting, the company's share capital amounts to a nominal value of DKK 219,749,230, divided into a class A share capital of a nominal value of DKK 112,316,270 (11,231,627 shares of a nominal value of DKK 10 each) and a class B share capital of a nominal value of DKK 107,432,960 (10,743,296 shares of a nominal value of DKK 10 each). Each class A share of a nominal value of DKK 10 entitles to ten votes, and each class B share of a nominal value of DKK 10 entitles to one vote, cf. article 9.b. Shareholders are entitled to vote, if they on the record date Wednesday, 20 April 2011, are registered in the company's register of shareholders or have given notice to the company of a change of ownership, which the company has received for the purpose of registration in the register of shareholders, but which has not yet been registered, cf. article 9.c. of the Articles of Association, and if they have obtained admission cards or submitted absentee votes in due time. All proposals on the agenda may be adopted by a simple majority vote. Admission cards Shareholders wishing to attend the general meeting must obtain an admission card no later than Wednesday, 20 April 2011. Admission cards can be obtained as follows: (a) electronically via the shareholder portal on www.rockwool.com by using the password and deposit account information sent directly to all registered shareholders, or (b) by returning the completed registration form to Computershare A/S, Kongevejen 418, DK-2840 Holte. The registration form has been sent to all registered shareholders and is available at the company's website, www.rockwool.com. Proxy A shareholder may utilise his voting rights by proxy, provided that the proxy holder substantiates his right to attend the general meeting by presenting an admission card and a dated proxy form in writing. The proxy form is available at the company's website, www.rockwool.com, and can also be obtained from Computershare A/S. Computershare A/S must receive the completed proxy form no later than on Wednesday, 20 April 2011. The proxy form may be sent in writing by ordinary mail or electronically via the shareholder portal on www.rockwool.com. Absentee votes (voting by correspondence) A shareholder may exercise his voting rights by submitting an absentee vote. A form for submitting absentee votes may be obtained at the company's website, www.rockwool.com, and may also be obtained from the company or Computershare A/S. Computershare A/S must receive the absentee votes no later than Tuesday, 26 April 2011. Absentee votes can be sent in writing by ordinary mail or electronically via the shareholder portal on www.rockwool.com. Publication of documents The notice including the agenda, the complete proposals, information about voting rights and capital structure at the time of the notice to convene the annual general meeting, the audited annual accounts, the company's remuneration policy as well as the form of proxy and absentee votes will be available at the company's website, www.rockwool.com, up until and including the day of the general meeting. Questions Up until the day before the general meeting the shareholders can submit questions in writing to the company regarding the agenda or documents for the purpose of the general meeting. Practical aspects The general meeting will be transmitted directly via web-cast in Danish and English. For more information please visit the company's website, www.rockwool.com. A light dinner buffet will be served at the general meeting. Yours sincerely, Rockwool International A/S On behalf of the Board of Directors Tom Kähler, Chairman of the Board of Directors Remuneration Policy Rockwool International A/S' policy for remuneration of its governing bodies is stated in its comments to the Corporate Governance recommendations, item 6, which can be found on www.rockwool.com (About the Group/Corporate Governance). The remuneration policy may be summarised as follows: - In accordance with Danish law the Group's principles for incentive based remuneration has been adopted by the General Meeting and published on www.rockwool.com (Investor / Corporate Governance). These principles and guidelines match the principles given in the recommendations. - The remuneration of the Board does not include share option schemes. - The remuneration package of the Group Management, which includes base salary, bonus schemes and benefits, is constructed to make it competitive. - In addition, share options have been granted from time to time to retain members of the Group Management and other leading executives. The share option schemes for retaining executives fulfil the criteria provided for in the recommendation. Details about the schemes are given in the Annual Report - however, not person-specific. - The Company has consistently used parameters in a. o. bonus programmes that can be verified before payment. Thus special measures for reclaiming are not seen as required. - The termination schemes are in line with national practices - The Board members are not offered any pension. - The Company's pension contributions to Members of Group Management are reflecting the level of the executives' home country. The Company does not disclose details for contributions made or to be made by the company for an executive pension scheme. The Group has given it high priority to make all pension schemes defined contribution schemes and secure that the necessary provision has been made year by year. Only one member of Group Management has a defined benefit pension scheme. Candidates for the Board of Directors Tom Kähler Chairman Born 11 June 1943 Nationality: Danish Education 1971: Graduate Diploma in Business Administration (HD), Copenhagen Business School 1968: MSc (Engineering) (chemistry), Technical University of Denmark 1962-1963: University of Colorado Main points of career 1987-2004: President and CEO of the Rockwool Group 1983-1986: Deputy President and COO of the Rockwool Group 1978-1983: Division Managing Director, Diversification Division (Systems Division), Rockwool International A/S 1974-1978: Founder and Director of Ecoterm A/S 1971-1973: Assistant to the founder and CEO of Nordisk Ventilator Co. A/S 1970-1971 Research engineer at Niro Atomizer A/S Other positions related to the company Member of the Audit Committee. Member of the Compensation Committee. Chairman of the Board of the Rockwool Foundation. General Manager of the Kähler Family Meeting. Positions in other Danish public limited companies Chairman of the Board of A/S Saltbækvig. Other positions Member of the Supervisory Board of A.P. Møller & Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal. Re-election motivation Tom Kähler has extensive knowledge of general management, R&D and sales and marketing in international businesses and companies established by him and he has a close relationship with major shareholders. Steen Riisgaard Second Deputy Chairman Born 22 March 1951 Nationality: Danish Education 1976: MSc in Biology, University of Copenhagen Main points of career 2000- : President & CEO of Novozymes A/S 1989-2000: Corporate Executive Vice President, Enzyme Business, Novo Nordisk A/S 1986: Director of Detergent Enzyme Division, Novo Industri A/S 1985: Director of Enzyme Process Research, Novo Industri A/S Other positions related to the company Member of the Compensation Committee. Positions in other Danish public limited companies President & CEO of Novozymes A/S. Vice Chairman of the Board of Egmont International Holding A/S. Member of the Board of the Cat Science Park A/S. Other positions Chairman of the Board of WWF (World Wildlife Fund) Denmark. Vice Chairman of the Board of the Egmont Foundation. Member of the Danish Government's Growth Forum. Re-election motivation Steen Riisgaard has extensive experience with the establishment and operation of an innovative and efficient international organisation focused on sustainability (Novozymes A/S). Jan W. Hillege Born 20 October 1941 Nationality: Dutch Education 1967-1972: University degree in Industrial Engineering / Marketing 1963-1967: Electrotechnology, Technical University, Delft 1961: Bisschoppelijk College Sittard Main points of career 1996-2003: President & CEO of Grontmij NV 1986-1996: Vice President of DSM Corporation 1984-1986: Vice President and later President of DSM Plastic Products 1980-1984: Deputy Director General for Industry, Dutch Ministry of Economic Affairs Other positions related to the company Member of the Audit Committee. Other positions Member of the boards of Plasticon and Enza. Member of the Audit Committee of Enza. Re-election motivation Jan W. Hillege has extensive experience of the public sector (the Ministry of Economic Affairs in the Netherlands) and of the private sector (CEO in Grontmij, a leading engineering firm). In addition, Jan W. Hillege has considerable experience working in auditing committees. Bjørn Høi Jensen Born 6 October 1961 Nationality: Danish Education 1985: MSc in Economics, University of Copenhagen Main points of career 2008- : Member of the Investment Committee of EQT 1995-2008: Senior partner of EQT 1985-1995: Investment banker in Copenhagen and London Other positions related to the company Member of the Rockwool Polska Supervisory Committee Member of the Audit Committee Positions in other Danish public limited companies Vice Chairman of the Board of Erhvervsinvest Management A/S. Member of the boards of DOVISTA A/S and Gyldendalske Boghandel, Nordisk Forlag A/S. Other positions Member of the Board of CEPOS. Re-election motivation Bjørn Høi Jensen has extensive experience within general management and financing matters from previous employments in the private equity and banking sectors. Thomas Kähler Born 2 November 1970 Nationality: Danish Education 2008: MBA, Copenhagen Business School 1998: Business Diploma, 1st part, Copenhagen Business School 1993: Electrical / Mechanical Engineer, Technical University of Denmark Main points of career 2009- : Managing Director of Rockwool Scandinavia 2004-2009 : Managing Director of RockDelta 2001-2004: Sales Director at RFS Denmark A/S (Alcatel Group) 1998-2001: Regional Sales Manager at RFS Denmark A/S (Alcatel Group) 1996-1998: Regional Sales Manager at Howden Denmark A/S 1994-1996: Area Sales Manager at Ametek Denmark A/S Other positions related to the company Managing Director of Rockwool Scandinavia. Member of the Kähler Family Meeting. Re-election motivation Thomas Kähler has experience with management, marketing, sales and business development in international businesses and has a close relationship with major shareholders. Carsten Bjerg Born 12 November 1959 Nationality: Danish Education 1985: Advanced Course in Production Methods and Management, Cambridge University 1983: Engineering degree from the Technical University of Denmark Main points of career 2007- : CEO and Group President of Grundfos Management A/S 2003-2006: Deputy CEO, Grundfos Management A/S 2000-2002: EVP, Group Production Director, Grundfos Management A/S 1997-1999: SVP, International Production, Grundfos Management A/S 1994-1997: Product Line Director, Danfoss A/S 1989-1994: Production Manager / Plant Manager, Danfoss A/S 1985-1989: Project Manager, Danfoss A/S 1983-1984: Production Rotation Engineer, Danfoss A/S Other positions Chairman of the Board in DHI Water & Environment Chairman of the Board of Grundfos China Holding Co., Ltd. (China) and Grundfos Pumps (Shanghai) Co., Ltd. (China). Member of the Board of Grundfos Finance A/S, Grundfos Holding AG (Switzerland) and Grundfos New Business A/S. Chairman of the Board of FORNYELSESFONDEN. Member of the General Council of the Confederation of Danish Industries (DI). Board member of the Federation of Employers in the Provincial Industry. Election motivation The Board proposes the election of Carsten Bjerg because of his extensive experience in strategic management of an international company (The Grundfos Group) and extensive knowledge of R&D, production and sustainability. Heinz-Jürgen Bertram Born 18 September 1958 Nationality: German Education 1987: PhD Chemistry, University of Hannover, Germany 1985: Diploma Chemistry, University of Hannover, Germany Main points of career 2009- : CEO of Symrise AG 2006-2009: President, Flavour Division, Symrise AG 2004-2006: Chief Technology Office & Global Head of Operations of Symrise AG 2003-2004: Chief Technology Officer & President, Aroma Chemicals Division, Symrise AG 2003-2003: Corporate VP, Corporate Research, Symrise AG 2002-2002: Corporate VP, R&D, Haarmann & Reimer 1999-2001: Corporate VP, R&D Flavors, H&R Holzminden, Haarmann & Reimer 1997-1999: VP, Technical Services, H&R Florasynth, Teterboro, NJ, USA 1996-1997: Director, Technical Services, H&R Corporation, Springfield, NJ, USA 1990-1995: Laboratory Manager, Flavour & Fragrance Research, Corporate Research, Haarmann & Reimer 1987-1990: Laboratory Manager, Agrochemical & Pharmaceutical Research, Central Research, Bayer AG 1985-1987: Scientific Assistant, Institute for Organic Chemistry, at Leibniz University Hannover Other positions Member of the Regional Board Nord/LB-Holzminden Member of the Board of Deutsche Bank - Region Hannover Election motivation The Board proposes the election of Heinz-Jürgen Bertram because of his extensive experience with strategic management of an internationally expanding company (Symrise AG), headquartered in the Rockwool Group's largest single market, Germany, as well as his thorough knowledge of R&D and sourcing of raw materials. On behalf of the Board of Directors Tom Kähler, Chairman of the Board of Directors